CHANGE IN CONTROL AGREEMENT

(a)

April 15, 2011, unless a Change in Control occurs on or before such date; or

(b)

Twenty-four (24) months following the date of a Change in Control.

(a)

Events Giving Rise to Benefits. Executive shall be entitled to payments and other benefits as set forth in Sections 2(b) and 2(c) if the Company shall terminate Executive’s employment other than for Cause, or Executive shall terminate his or her employment for Good Reason, within twenty-four (24) months after a Change in Control. Executive’s right to receive compensation and benefits under this Agreement shall be subject to the terms and conditions of the Company’s release from and waiver by Executive of claims, non-compete agreement and non-solicitation agreement for executive employees. No payments or benefits shall be paid pursuant to this Agreement unless Executive executes such release and waiver of claims, non-compete agreement and non-solicitation agreement. The release shall not release Executive’s right to receive indemnification and defense from the Company for any claims arising out of the performance of Executive’s duties on behalf of the Company. Termination of employment due to Cause,

Death, Disability or Retirement at any time shall not give rise to any rights to compensation or benefits under this Agreement.

(b)

Severance Pay. In accordance with Section 2(a) above, the Company shall pay a lump sum cash amount equal to:

[A x (B + C)] – D, where

“A” equals a multiplier of 2.0;

“B” equals Executive’s annual base salary (including all amounts of such base salary that are voluntarily deferred under any qualified and non-qualified plans of the Company) determined at the rate in effect as of the date of such termination of employment;

“C” equals Executive’s target short term incentive opportunity for the calendar year in which such Change in Control occurs; and

“D” equals the amount of severance payments, if any, paid or payable to Executive by the Company other than pursuant to this Agreement; it being expressly understood that the purpose of this deduction is to avoid any duplication of payments to Executive.

Except to the extent payment is required to be delayed pursuant to Section 2(d) below, payment shall be made by the thirtieth (30 ^th ) day following the effective date of the Executive’s termination of employment if such termination occurs after a Change in Control.

(c)

Other Benefits.

Except to the extent payment is required to be delayed pursuant to Section 2(d) below, payment shall be made by the thirtieth (30 ^th ) day following the effective date of the Executive’s termination of employment if such termination occurs after a Change in Control.

(ii)

To the extent available, Executive shall be entitled to continue coverage under the Company’s group life plan for a period of twelve (12) months at Executive’s pre-termination level of coverage.

(iii)

Executive shall be entitled to twelve (12) months of additional credit for benefit accrual and contribution allocation purposes including credit for age, service and earnings pro rated over twelve (12) months under the Company’s tax-qualified and non-qualified pension, savings or other retirement plans; provided that if applicable provisions of the Code prevent payment in respect of such credit under the Company’s tax-qualified plans, such payments shall be made under the Company’s non-qualified plans.

(iv)

To the extent Executive is not already fully vested under the Company’s tax-qualified and non-qualified retirement pension, savings and other retirement plans, Executive shall become 100% vested under such plans; provided that if applicable provisions of the Code prevent accelerated vesting under the Company’s tax-qualified plans, an equivalent benefit shall be payable under the Company’s non-qualified plans.

(a)

Gross-Up Payment. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement (other than any payment under this Section 3) or otherwise would be subject to the excise tax imposed by Section 4999 of the Code or a similar section (such payment, a “Change in

Control Payment” and such excise tax on all such Change in Control Payments, together with any interest and penalties thereon, collectively the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount determined by the Accounting Firm (defined below) such that after payment by Executive of any tax thereon, Executive retains an amount of the Gross-Up Payment equal to the amount of the Excise Tax; provided, however, that if the aggregate value (as determined under Section 280G of the Code) of such Change in Control Payments is less than 110% of the product of “3 times” the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) (such product, the “Golden Parachute Threshold”), then Executive shall not be entitled to any Gross-Up Payment and, instead, the Change in Control Payments shall be reduced so that their aggregate value (as so determined) is equal to $1.00 less than the Golden Parachute Threshold.

For purposes of this Section 3, Executive’s applicable Federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any loss of personal exemptions resulting from receipt of the Gross-Up Payment.

(b)

Determinations. All determinations required to be made under this Section 3, including whether a Gross-Up Payment is required under Section 3(a), and the assumptions to be used in determining the Gross-Up Payment, shall be made by such nationally recognized accounting firm as the Company may designate in writing prior to a Change in Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within thirty (30) days of the receipt of notice from Executive that there has been a Change in Control, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the Person effecting the Change in Control or is otherwise unavailable, Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(c)

Subsequent Redeterminations. Unless requested otherwise by the Company, Executive agrees to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b), provided that Executive shall be entitled to reimbursement by the Company of all

fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3, the Co